CITY OF PLACENTIA COMMUNITY SERVICES DEPARTMENT REQUEST FOR PROPOSALS FOR PROVIDING SENIOR TRANSPORATION SERVICES

Transcription

1 CITY OF PLACENTIA COMMUNITY SERVICES DEPARTMENT REQUEST FOR PROPOSALS FOR PROVIDING SENIOR TRANSPORATION SERVICES SENIOR MOBILITY PROGRAM (CURB-TO-CURB SERVICE) Pre-Proposal Conference: Questions about RFP Due: Proposal Submissions Due: November 7, 2011 at 10:00 a.m. November 10, 2011 at 5:00 p.m. November 21, 2011 at 5:00 p.m. Contract Award(s): December 6, 2011

2 REQUEST FOR PROPOSALS FOR SENIOR MOBILITY PROGRAM (CURB-TO-CURB SERVICE) REGISTRATION: If you are interested in submitting a proposal, it is IMPERATIVE that you contact Jonathan Nicks, Deputy Director of Community Services, via at jnicks@placentia.org or by phone at (714) to officially register as a bidder for this specific solicitation with your company name, address, phone, fax, contact person and address. Failure to officially register may result in not receiving addenda for the proposal. PRE-PROPOSAL CONFERENCE: A Pre-Bid Meeting will be held on Monday November 7, at 10:00 a.m. at Placentia City Hall 401 E. Chapman Avenue, Placentia, CA SECTION I: INTRODUCTION A. Senior Transportation Service Program & Objectives The City of Placentia (the City ) is now soliciting proposals from qualified transportation companies to provide transportation services for the City s senior citizens who participate in the nutrition/transportation program offered at the Placentia Senior Center. The Orange County Transportation Authority (OCTA) Senior Mobility Program (SMP) was introduced to cities in It is the City s intent to provide senior transportation services based on the OCTA/SMP. Funding levels are determined each year based on changes in senior population. The City will be utilizing funds from OCTA and and local City funds currently provided through an Air Quality Management District grant. The City has entered into a 5-year agreement with OCTA to fund the program through June 30, The goal is to award a new contract to a qualified professional transportation contractor for the City s Senior Mobility program beginning January 1, 2012 for a three and half year term ending on June 30, 2015 with an option to extend the agreement one additional year. In order to successfully operate transportation services between senior resident homes, the Placentia Senior Center, and various shopping centers for errands, medical appointments, social/recreational purposes, senior programs, senior activity areas, and congregate meals, transportation companies that respond to this RFP should be capable of providing all necessary vehicles, drivers (qualified and specifically trained), gas, maintenance, and insurance. Additionally, successful bidders who are awarded a contract will be responsible for scheduling, dispatching, documenting rider-ship, and providing the City with copies of its daily trip logs and schedules. The City shall be responsible for administering the SMP and the contract(s) and for receiving and responding to program participant complaints. Through this RFP, the City seeks to retain professional transportation services from the contractor(s) that provides the highest level of service to the City s senior population within the funding levels provided. 2 Due November 21, 2011at 5:00 p.m.

3 B. SMP Services Requested and Funding Levels The population of the City of Placentia is 50,533 with approximately 18% of the population 60 years and older. The City of Placentia desires to establish and implement a senior mobility program (SMP) to transport its senior citizens to and from programs, senior citizen activity areas, congregate meals at the Placentia Senior Center, medical appointments, and various local retail stores and service establishments. The City s congregate meal program is offered at 10:00 a.m., and concludes at 12:30 p.m., Monday through Friday. The City s proposed SMP curb-to-curb service is expected to enhance and not compete with the fixed public transportation route provided by OCTA. In order to achieve the City s optimized SMP goals, the City relies on SMP funding from OCTA or other entities in order to augment service level funding from its general fund. The total funding available for the current fiscal year is approximately $46,350 for twelve (12) months of program operation with 80% of the funds provided through OCTA. The City anticipates that this funding level will be consistent throughout the new service agreement, but will be primarily based on funding received from OCTA. It is the goal of the City of Placentia to contract with a vendor(s) who can provide the highest transportation service levels to the City s seniors within the projected funding levels. The hours of operation for the Senior Mobility Program are to be during the weekday at hours convenient to the senior population. The City plans on conducting the senior transportation program five days a week, Monday through Friday. Toward this end, the City seeks to award a professional services agreement(s) with a provider(s) that is willing to maximize the amount of transportation services available to the City s seniors within the funding available. Service will only be provided to seniors 60 and older. Until additional funding is secured, and/or rider-ship patterns have been established, the initial priority of SMP service for seniors will be limited to trips to/from the Placentia Senior Center for its nutrition/congregate meal program and to/from senior activity areas, programs, medical appointments, and retail and service establishments within the City. This RFP includes a detailed description of the Scope of Work to be performed. The proposals received from interested vendors will be used to determine which provider(s) will meet the City of Placentia s senior transportation needs. SECTION II: DEFINITIONS The terms defined below are used throughout the Scope of Work, Exhibits, and Attachments. Bidders are requested to utilize and refer to these terms in their written proposals: Agreement: The professional services agreement entered into between the City of Placentia and the successful bidder(s), pursuant to this RFP. 3 Due November 21, 2011at 5:00 p.m.

4 Advanced Reservation: Describes the process of requesting trips and receiving trip confirmation prior to the day service is requested. City: Refers to the City of Placentia, California. Contractor: A vendor or company selected and operating under an approved professional services agreement with the City to provide senior transportation services pursuant to this RFP. Curb-to-Curb Service: A type of transit service where, on both the origin and destination end of the trip, the driver gets out of the vehicle and assists the passenger between the vehicle and a sidewalk (or other waiting area no more than 15 feet from the vehicle). Dead Time: Refers to either miles or hours when a vehicle is not in service, including travel from storage facility to first pick up, time from last drop off back to the storage facility, and travel time during driver breaks and other out of service times. The travel time between scheduled pick-ups and drop-offs, regardless of whether a passenger is on board, is not dead time. Door- to- Door Service: A type of service where, on both the origin and destination of the trip, the driver gets out of the vehicle and assists the passenger between the vehicle and the first door of the origin and/or destination. Dwell Time: The amount of time at each pick-up or drop-off required for boarding or aligning passengers, which is built into the schedule and time otherwise. Holiday: Refers to days in which the City of Placentia is closed due to a State or National Holiday and City senior programs/smp services are not offered. Project Manager: Contractor s authorized representative assigned to the City for purposes of implementing and administering the approved professional services agreement awarded pursuant to this RFP. Senior: Any City of Placentia resident aged 55 and older. Service Hours: SECTION III: To be proposed by Contractor. GENERAL INFORMATON A. Cost of Bid Preparation. This RFP does not commit the City to the award of a contract or to pay any costs incurred by a bidder offering professional transportation services in the preparation of a bid proposal or related costs. Bidders assume all costs associated with the preparation of their bid proposals and any oral presentations that may be necessary or required during the procurement process. 4 Due November 21, 2011at 5:00 p.m.

5 B. Understanding RFP. It is the responsibility of each provider to inquire about any criteria, condition, term, provision, or requirement of the RFP, or the sample draft professional services agreement, that the provider does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements, or any aspect of the procurement process, will be forwarded by addenda to all bidders. The City will not be bound by any oral responses to inquiries. C. Complete Answers & Responses. All bid proposals must provide answers to all questions and provide complete responses to each and every request item and category as specified herein. Specific submission data has been provided for your convenience for certain submission items. Bidders are required to supply, at a minimum, the items listed for specific submission. Bidders are permitted to submit additional information that it deems helpful in the review and evaluation process. Failure to provide answers to all questions and complete responses to all request item categories may result in disqualification. D. Bid Proposal Evaluation and Selection Criteria. The City will evaluate each bid proposal according to established criteria. The primary bid criteria for this RFP are: (1) quality of service; (2) level of service; (3) the rates charged for services to be provided; (4) cost to the City; (5) experience; and (6) whether a bidder is responsible. The term responsible refers not only to the attribute of trustworthiness, but also to the quality, fitness, and capacity of the bidder to perform the proposed services satisfactorily and in accordance with the specifications and delivery criteria set forth herein. The following additional criteria will be used for selecting a contractor(s): 1. Quality of the bid proposal in terms of completeness and responsiveness to the RFP; 2. Cost relative to the level of service proposed; 3. The maximum level of service offered within the funding available; 4. The proven experience of the provider to successfully complete a similar service in another jurisdiction; 5. Provider experience and references; 6. Technical competence and understanding of the City s SMP goals and objectives; 7. Proposed overall operations plan, including, but not limited to (a) level of service, (b) number and qualifications of employees, (c) effective use of personnel, (d) vehicles, including number of vehicles proposed, type, make, model, year, and condition, and (e) storage and maintenance facility; 8. Customer service standards, personnel rules and training standards, emergency response and reporting procedures, employee drug testing standards, and employee performance, surveillance, and misconduct protocols and procedures; 9. Length of time in business; 10. Driver safety; and, 11. Driver experience and training. E. Oral Presentations. Oral presentations may be requested of all bidders at any time during the procurement process. Selected bidder(s) should be prepared to make their 5 Due November 21, 2011at 5:00 p.m.

6 presentations promptly after notification and be prepared to discuss all aspects of their bid proposal in detail, including technical aspects of the proposal. F. Proprietary Information. All bid proposals and documents submitted in response to this RFP shall become the property of the City. It is the responsibility of each bidder to clearly identify any and all information contained in their bid proposal that it considers to be confidential and/or proprietary. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public. However, all information regarding the procurement process will not be disclosed to the public or be subject to disclosure pursuant to the California Public Records Act (Government Code 6250 et seq.) during the deliberative process until such time as evaluations have been completed, final award recommendations have been made, and the contract(s) is awarded. In the event that a demand for disclosure of information designated as confidential and/or proprietary by the bidder is made, the City will notify the bidder in writing of such demand and shall furnish a copy of the City s written response to the requestor. Bidders may then pursue, at their sole cost and expense, all appropriate legal action necessary to maintain the confidentiality of such information. G. Cancellation of RFP Process. This RFP may be cancelled at any time during the procurement process prior to the award of a contract. H. Bid Proposal Rejection. 1. At the sole discretion of the City, the City reserves the right to reject any and all bid proposals, in whole or in part, and is not bound to accept the lowest proposal (or the proposal prices or rates for services). The City may reject all bids for any reason or for no reason at all and may direct the issuance of a new RFP in the future. 2. A bid proposal may be rejected by the City, at its sole discretion, for failure to comply with the requirements set forth in this RFP, or for other reasons determined by the City that create or may create a hindrance or impairment to the objective evaluation of such proposals. 3. The City reserves the right, at its sole discretion, to waive any and all bid proposal irregularities or informalities that the City deems correctible or otherwise not relevant. In the event of a bid proposal irregularity or informality, the bidder may be required to immediately correct and/or resubmit, in whole or in part, its bid proposal. 4. A bid proposal may be rejected by the City, at its sole discretion, if it is in any way incomplete or irregular, or if it contains material misrepresentations of fact or omits material information required. 5. A bid proposal may be rejected or disqualified by the City upon substantial evidence that the Bidder has engaged in corrupt, fraudulent, and/or illegal practices involving the performance, administration, or award of a similar contract in another jurisdiction. 6 Due November 21, 2011at 5:00 p.m.

7 6. Bid proposals that do not provide all information requested in this RFP may be rejected as incomplete. 7. In the event a bid proposal is rejected, the City will notify the bidder in writing, which shall explain the specific reason(s) for the rejection. SECTION IV: GENERAL TERMS AND CONDITIONS A. Contract Documents. The sample draft professional services agreement, attached hereto as Exhibit A, must be agreed to and signed by all bidders who are awarded contracts under this RFP. The sample draft professional services agreement attached hereto is, however, subject to modification prior to award. The contract entered into by all successful bidders shall consist of: (a) the RFP, (b) the signed, original bid proposal(s) submitted ( Bid Proposal ), and (c) the executed professional services agreement, which shall all be referred to collectively herein as the Contract Documents. The RFP and the Bid Proposal(s) submitted by the successful bidders will be incorporated and made a part of the professional services agreement (the Agreement ). All provisions of the RFP and the Bid Proposal(s) shall be binding on the parties. Should any inconsistency or ambiguity occur or exist in the Contract Documents, the provisions of the Agreement, then the provisions of the RFP, then the provisions of the original Bid Proposal shall control. B. Contract Modification & Amendment. The parties may adjust the specific terms of the Contract Documents where circumstances beyond the control of either party require modification or amendment. Any modification or amendment proposed by the Contractor must be submitted in writing to the City for consideration. The decision to modify or amend any term or condition of the Contract Documents shall be at the sole discretion of the City. Any agreed upon modification or amendment must be in writing, approved by the City, and signed by both parties. The City reserves the right to order a decrease or increase in the level of service; however, if the service levels are revised resulting in a change of more than 10% of the total service, the City will negotiate with the Contractor to adjust the contracted rates or may elect to terminate the Agreement, at the City s sole discretion. C. Contract Administration. All contracts awarded pursuant to this RFP for the provision of senior transportation services within the City shall be administered by the City Manager, or his designee. D. Contract Effective Date. The anticipated effective date of the contract(s) awarded pursuant this RFP is Monday, January 3, 2012, ( Effective Date ) at which time the contractor(s) shall assume responsibility for the provision of senior transportation services within the City. E. Contract Term. 7 Due November 21, 2011at 5:00 p.m.

8 1. Term. The contract(s) awarded pursuant to this RFP are for an initial three and a half year term, ending on June 30, The contracts shall automatically expire at the end of the initial three and a half year term,, unless extended as provided below. 2. Contract Extension. The contract(s) awarded pursuant to this RFP may, at the sole discretion of the City, be extended. With mutual written agreement of the parties, the Agreement may be extended for up to an additional 1 year. Successful past performance during the initial contract period will be a critical factor in the decision to grant an extension. The City s decision to either grant or deny a contract extension(s) shall be final. At the end of the initial contract term, or contract extension term(s), if granted, all contract(s) awarded pursuant to this RFP shall automatically terminate. Contract extensions are, however, contingent upon the continued availability of adequate OCTA/City SMP funding. 3. Termination. City may terminate the Agreement at any time, without cause, upon giving Contractor thirty (30) days written notice. In the event of such termination, Contractor shall be entitled to compensation for work performed on a pro rata basis through and including the effective date of termination. Contractor shall be permitted to terminate the Agreement upon thirty (30) days written notice only if Contractor is not compensated for billed amounts in accordance with the provisions of the Agreement, when the same are due. F. Insurance. Upon execution of the Agreement, Contractor(s) must provide, to the satisfaction of the City, both (a) certificates of insurance and (b) endorsements evidencing the policy or policies of insurance in the types and amounts fulfilling the requirements set forth in the City Minimum Insurance Requirements (attached hereto as Exhibit B ). G. Assignment. Contractor(s) may not delegate or assign their rights or otherwise transfer their obligations, in whole or in part, under the Agreement to any other person or entity without the prior written consent of the City. Any such assignment without the prior written consent of the City shall be void and the attempted assignment shall constitute breach of the contract. H. Audits and Inspections. 1. Business Office. At any time during normal business hours, and as often as may reasonably be deemed necessary by the City, the City may observe and inspect the Contractor s business office, and the Contractor(s) must make promptly available to the City for its examination all Contractor records that pertain to performance of the Agreement. The City may audit, examine, and copy any and all Contractor records pertaining to its performance of the Agreement, including but not limited to, personnel records, daily logs, safety records, vehicle maintenance records, employee training and emergency response procedures, conditions of employment, and all other data. The City s right to inspect the Contractor s business office and any and all records pertaining to its performance of the Agreement will be restricted to normal business hours and reasonable notice shall be given to Contractor(s) in advance of such inspection. 2. Facilities/Vehicles. The City may, at any time and without prior notice, observe and inspect Contractor vehicles, dispatch center, maintenance facilities, personnel, and/or any 8 Due November 21, 2011at 5:00 p.m.

9 post location(s). City employees may be assigned to ride as observers on any Contractor vehicle at any time provided, however, that in exercising this right to inspect and observe, City employees will conduct themselves in a professional and courteous manner, shall not interfere in any way with Contractor s employees in the performance of their duties, and shall at all times be respectful of Contractor s employer-employee relationships. I. Cooperation. The Contractor(s) must cooperate with the City and take all actions necessary to ensure that all terms and conditions, and required performance levels, set forth in the Contract Documents are satisfied at all times throughout the term of the Agreement. J. Non-Collusion Certificate. Each bidder must execute and submit with each bid proposal the Non-Collusion Certificate, which is attached hereto as Exhibit C, Attachment 8. If there is reason to believe that collusion exists among bidders, all bid proposals submitted will be rejected and none of the participants in such collusion will be considered in any future RFP. K. Independent Contractor. Both parties in the performance of the Agreement shall be acting in an independent capacity and not as agents, employees, partners, or joint ventures with one another. Contractor(s) and its employees are not employees of the City and are not entitled to any of the rights, benefits, or privileges of City employees, including, but not limited to, medical, unemployment, or workers compensation insurance. L. Compliance with Laws. All services provided by the Contractor(s) pursuant to the Contract Documents must be rendered in full compliance with all applicable federal, state, and local laws, rules, statutes, and regulations, including the Americans with Disabilities Act. It will be the Contractor s sole responsibility to determine which federal, state, and local laws, rules, statutes, and regulations apply to the services to be performed pursuant to the Contract Documents, and to maintain compliance with such laws at all times throughout the term of the Agreement. M. Responsibility. It shall be the responsibility of the Contractor(s) to provide all equipment, to satisfy all terms and conditions set forth in the Contract Documents, and to perform all required duties and responsibilities expressed in the Contract Documents at all times during the term of the Agreement. N. Insolvency. The Contractor(s) shall not, without the prior written consent of the City, suffer either the appointment of a receiver to take possession of all, or substantially all of the assets of Contractor, or make a general assignment of such assets for the benefit of creditors. Any such action taken or suffered by Contractor under any insolvency or bankruptcy proceeding constitutes a breach of contract by Contractor(s), and all property assigned by the City for safe care shall be "released" to another assigned service provider, as specified by the City Manager. O. Discrimination. The Contractor(s) shall not discriminate in the hiring of employees, employment of subcontractors, or the provision of services on the basis of race, religion, color, age, disability, sex, sexual orientation, marital status, or national origin. 9 Due November 21, 2011at 5:00 p.m.

10 P. Holidays. The City s Senior Mobility Program will not operate on Holidays recognized by the City. For the City of Placentia, the Holidays are as follows: New Years Day Martin Luther King Jr. Day Presidents Day Memorial Day Independence Day Labor Day Veterans Day Day before Thanksgiving Thanksgiving Day Day after Thanksgiving Winter Closure Christmas Eve through New Year s Day Q. Professional Services Agreement. In the event the City accepts a bidder s proposal, a professional services agreement (the Agreement ) will be awarded to the successful bidder(s) who has submitted a proposal deemed to be in the City s best interest. However, the City reserves the right to negotiate the final terms and conditions of the Agreement. The terms and conditions negotiated with the Contractor(s) are subject final approval by the City Attorney and the City Council. The sample draft professional services agreement, attached hereto as Exhibit A, must be agreed to and signed by all bidders who are awarded contracts under this RFP. The draft professional services agreement attached hereto is, however, subject to modification prior to award. SECTION V: SCOPE OF WORK A. Services Requested. In order to successfully operate transportation services between senior resident homes, the Placentia Senior Center, and various local retail stores and service establishments for errand, medical appointment, social/recreational, senior program, senior citizen activity area, and congregate meal purposes, transportation companies that respond to this RFP should be capable of providing all necessary vehicles, drivers (qualified and specifically trained), gas, maintenance, and insurance for the provision of such services. The City s congregate meal program is offered at 10:00 a.m., and concludes at 12:30 p.m., Monday through Friday. The hours of operation for the Senior Mobility Program are to be during the weekday at hours convenient to the senior population. The City plans on conducting the senior transportation program five days a week, Monday through Friday. Bid proposals must include a comprehensive Project Summary & Proposed Operational System that includes: (a) the proposed service rates; and, (b) the proposed operational design, including a description of how the services will be provided, the proposed service routes/locations, the number/type/mileage/year/condition of vehicles assigned, the number and training of all proposed employees, and the service days/times, for proposed transportation services between: (a) senior resident homes, (b) the Placentia Senior Center, and (c) various local retail stores and service establishments for: (1) congregate meal; (2) errand; (3) medical appointment; (4) social/recreational; (5) senior program; and (6) senior citizen activity area purposes. Additionally, successful bidders who are awarded a contract will be responsible for registering program participants, scheduling, dispatching, documenting rider-ship, coordinating cancellations and new riders, and providing the City with copies of its daily trip logs and schedules and other SMP mandated reports. 10 Due November 21, 2011at 5:00 p.m.

11 B. Contractor Obligations. Contractor shall be responsible for: 1. Vehicle Operations: Conducting daily pre-trip inspections that meet or exceed the guidelines provided in the Pre-Trip Operation Inspection and Defect Report Checklist (See Exhibit D, Attachment 2). Scheduling preventive vehicle maintenance that meets or exceeds the guidelines provided in the attached Senior Mobility P.M. Checklist, including the maintenance of all accessibility features of the vehicle. (See Exhibit B, Attachment 2). Inspection and oil change shall occur every 6,000 miles; transmission every 30,000 miles; and differential services every 60,000 miles. Contractor shall be responsible for correcting all deficiencies found during these inspections. The safety of the passengers is of concern to the City of Placentia; therefore, Contractor shall not: install mismatched tires; perform partial brake realignments without determining the cause of the abnormal or premature wear; allow tires to wear more than 3/32 tread depth; replace a dead battery without testing the charging system to insure the battery will not go dead due to system malfunction; and/or fail to perform a daily inspection of the vehicle(s). Vehicles and vehicle equipment required by this RFP shall be maintained by Contractor in good repair and in good working condition satisfactory to the City. Contractor shall assume all responsibility for the proper use, maintenance, and inspection of all vehicles used in performing services under the Agreement. Ensuring that all Contractor vehicles conform to the Federal Vehicle Safety Standards and to the California Code of Regulation, Title 13. Affixing a removable City logo to all SMP vehicles used to perform services under the Agreement, or other logo approved in writing by the City. Contractor is not permitted to affix any advertising or other unapproved logo or decal to such vehicles without the City s prior written consent. In the event Contractor uses such vehicle(s) for transportation or other purposes unrelated to performance of the Agreement, Contractor shall remove the City logo. Ensuring that all vehicles used to perform services under the Agreement are inspected annually by the California Highway Patrol (CHP) or through the Orange County Taxi Administration Program. Maintaining, storing, and providing at Contractor s sole expense all lubricants, parts, and supplies required for the regular maintenance, including all repair costs, and operation of the vehicles used to perform services under the Agreement. Assuming all costs associated with the proper towing of all vehicles used to perform services under the Agreement, and ensuring that there are proper vehicle towing procedures in place. Ensuring that all Contractor drivers are properly licensed and trained, and that Contractor establishes procedures for all drivers to promptly report all vehicle maintenance problems, all vehicle accidents/collisions, all program participant injuries, all program participant complaints, all program participant altercations, 11 Due November 21, 2011at 5:00 p.m.

12 all service interruptions and/or delays, to the Contractor, to the Project Manager, and to the City. Contractor shall establish procedures for timely and properly reporting all automobile accidents and passenger injuries to law enforcement and to emergency response personnel. 2. Personnel Operations: Implementing a dress code policy requiring that all Contractor employees driving vehicle(s) pursuant to the Agreement are in a clean, neat, and identifiable uniform. Assigning licensed drivers with a Class B valid California Driver s license. Training staff involved in the Senior Mobility Program to proficiency so they perform their duties timely, properly, professionally, and safely. Training should include, but is not limited to, disability awareness and passenger assistance. Ensuring that a properly trained and licensed driver(s) is available during the established SMP operating hours. Ensuring that no Contractor employee performs any services under the Agreement if they have been convicted (or pleads guilty or nolo contendere), regardless of the time elapsed, in any state, of any of the following or their equivalent: murder; a violation of California Vehicle Code Section (pertaining to disregard for safety of persons or property), Section (pertaining to flight from peace officer causing death or bodily injury) or Section (pertaining to duty to stop at scene of accident); robbery; pandering; pimping; crimes related to the use, sale, possession, or transportation of controlled substances; crimes involving weapons; any crime for which registration would be required under California Penal Code Section 290; or any other offense involving moral turpitude or any crime that is substantially related to the qualifications, functions or responsibilities of a transit operator; Ensuring that no Contractor employee performs any services under the Agreement if they have been convicted of any felony in any state (or pleads guilty or nolo contendere), other than those felonies listed above, within the last eight (8) years; or Ensuring that no Contractor employee performs any services under the Agreement if they have been convicted (or pleads guilty or nolo contendere) of any of the following regardless of the time elapsed, in any state, or their equivalent: reckless driving; driving under the influence of intoxicating liquors or drugs (DUI); a violation of California Vehicle Code Section (pertaining to flight from peace officer); Section (pertaining to duty where property is damaged), Section (pertaining to duty upon injury or death) or any corresponding substitute sections; vehicular manslaughter; and Penal Code Sections 240, 241, 242, and 243 or any corresponding substitute sections pertaining to assault and battery. Training all Contractor vehicle operators performing services under the Agreement to properly operate all vehicles, including those provided by the City 12 Due November 21, 2011at 5:00 p.m.

13 via OCTA, if applicable, and to demonstrate knowledge on proper use of wheelchair lifts, ramps, and other equipment associated with this service. Contractor shall have in effect personnel policies that conform to all state and federal laws including, but not limited to, all regulations concerning Equal Employment Opportunities, FTA Drug and Alcohol Regulations, Compensation, Workers Compensation, and other regulations as appropriate. The City has a zero tolerance policy for inappropriate behavior between passengers or between passengers and driver. Contractor s personnel policies must clearly address how inappropriate situations and passenger altercations will be handled. At a minimum, this could include the proper handling of situations in which allegations of sexual misconduct, lewd behavior, or sexual harassment have been made. Contractor must also adopt a zero tolerance policy and shall describe their procedure for training employees with respect to such policy. The purchasing, consumption, and/or possession of illegal substances or alcoholic beverages by Contractor employees performing services under the Agreement are prohibited. Contractor shall immediately remove any employee observed engaging in such conduct from further performance of services under the Agreement. The policies for addressing such incidents should be included in the Contractor's Drug and Alcohol Policies as required by the FTA and in compliance with the FTA Drug and Alcohol Regulations. Conducting pre-employment DMV checks of all personnel hired to provide service under the Agreement. Any operator exceeding the California DMV point system or with a revoked or suspended license will not be allowed to operate the City s SMP service. Contractor shall comply with the DMV s Pull Notice Program and shall pay for all applicable license fees for drivers, other personnel, and vehicles. The results of those inspections shall be transmitted to the City. Requiring all vehicle operators to promptly report any in-service mechanical failure, including wheelchair, ramp, or other lifts, to Contractor s supervisor. Contractor shall promptly ascertain the problem and report any in-service vehicle or other mechanical failure to the City immediately, and not later than the start of the next business day. 3. Administration: Identifying a Project Manager who will oversee the proper operation and administration of all transportation services provided to the City under the Agreement. The designated Project Manager must be available to the City at all times. An organizational chart of Contractor s management personnel shall be included in the bid proposal. Contractor shall adhere to the performance standards set by the City, and shall meet periodically with the City to evaluate its performance under the Agreement. Transportation services and passenger demand will be assessed regularly by the City to ensure that the mobility needs of the City s seniors are met and the SMP is operating reliably and efficiently. Providing on a monthly basis a written summary of service and expenditures and maintaining daily attendance. (See Exhibit D, Attachments 3 and 4.) In 13 Due November 21, 2011at 5:00 p.m.

14 addition to SMP mandated reports, a City monthly report must accompany each invoice including dates of service, names and addresses of individuals served, pick-up location, destination location, trip category, vehicle service hours, destinations, and any other coordinate transportation services. Entering into an approved professional services agreement with the City. (See Exhibit A.) Attending preliminary meetings with City staff to finalize the logistics and paperwork to properly implement, coordinate, and administer the SMP program to the satisfaction of the City and OCTA. Hiring capable and courteous personnel who are responsible for taking requests for transportation service and responding to telephone inquiries regarding the transportation service. Contractor telephones shall be answered by the 4 th ring. Two telephone lines must be dedicated to this service. Contractor shall be responsible for paying for the service charges for installation and all toll calls. Providing and maintaining appropriate vehicle storage and maintenance facilities for the garaging of the vehicle(s). If storage facilities are to be acquired, Contractor shall indicate in the bid proposal what actions will be taken to acquire such facility prior to the Effective Date. Notifying the City of all automobile accidents and passenger injuries, both by telephone immediately and in writing by the close of the next business day. Enforcing all established policies with regard to operational emergencies, driver training, passenger safety, quality control, and professional service performance. In the event of a mechanical malfunction, especially a passenger lift malfunction, Contractor shall provide a wheelchair accessible spare vehicle to ensure continuity of service. Developing and recording in writing procedures, which will be submitted to the City, that a vehicle operator uses related to wheelchair lift failure, passenger disturbances, medical assistance to passengers, accidents, inoperable vehicle with passengers on board, fares, and accountability for funds collected, and customer service standards. Referring all media inquiries to the City for response. Submitting with the bid proposal, certified financial statements reflecting the financial condition of Contractor for the past two year. Implementing an advance reservation process. 4. Fare Collection and Accountability: Adhering to the cash fare for service as established by the City. The City reserves the right to change the fare. Currently the fare is $0. Having the vehicle operator collect fares daily and Contractor will deduct fares from the invoices submitted to the City. Submitting monthly reports that include daily totals of passengers. (See Exhibit D, Attachment 3) Contractor shall keep all data and records for this project for a minimum of five (5) years after the termination of the Agreement. Contractor shall cooperate fully 14 Due November 21, 2011at 5:00 p.m.

15 with the City, OCTA, and/or State agencies in the event an audit of the SMP under the Agreement is conducted. The maximum dwell time shall not exceed five (5) minutes except in those cases where the driver must wait before loading and unloading passengers. Ensuring that no pattern of excessive passenger travel time develops. Under normal operating conditions, a passenger shall not travel on a para-transit vehicle for more than 45 minutes from pickup to drop off. Accepting advanced passenger reservations. C. City Obligations. The City shall be responsible for: 1. Administering the SMP and the contract(s), and for receiving and responding to program participant complaints. 2. Entering into a Cooperative Agreement with OCTA, which will include the City receiving 80% of the total SMP funding from OCTA. 3. In cooperation with Contractor, maintaining the maintenance records for each vehicle for five (5) years and cooperating with the annual Motor Coach Carrier Terminal Inspections conducted by the California Highway Patrol and/or inspections conducted by the Orange County Taxi Administration Program. 4. Submitting all required SMP reports to OCTA, which at minimum, reports the monthly and year-to-date summary of all SMP services and expenditures. 5. Participating in the OCTA marketing and outreach efforts to encourage senior use of the fixed-route transit service. 6. Noting OCTA sponsorship on any promotional material for service funded under the OCTA/SMP, and will require the display of the OCTA Senior Wheels program logo on all SMP vehicles (excluding taxis). 7. For advertising and marketing the SMP with assistance and cooperation from OCTA and Contractor. Such costs will not be included in the funding received from OCTA to conduct the SMP. SECTION VI: PAYMENT Bid proposals shall include a proposed payment schedule based on the funding levels identified herein. All payments are subject to approval by the Placentia City Council and shall be in accordance with the terms and conditions of the Agreement. Invoices for payment of service should be prepared in such a form and supported by such copies of invoices, payrolls and other documents as may be required by the City to establish amounts allowable. All invoices and related records are subject to audit by the City and/or OCTA. 15 Due November 21, 2011at 5:00 p.m.

16 Invoices will be required on a monthly basis with back-up data and will be submitted to the City. A schedule of invoice submittals will be determined between the City and the Contractor. SECTION VII: SUBMITTAL OF PROPOSALS A. Bid Submittals Required Submission Items/Forms: All of the following items must be included in the bid proposal in order for the proposal to be considered responsive: (1) Exhibit D - Attachment 1. Project Summary & Operational System. (2) Exhibit D - Attachment 2. Statement of Experience. (3) Exhibit D Attachment 3. Statement of References. (4) Exhibit D Attachment 4. Litigation Involvement. (5) Exhibit D Attachment 5. Statement of Understanding. (6) Exhibit D Attachment 6. Service Rates/Cost Components. (7) Exhibit D Attachment 7. Bidder s Organizational Chart. (8) Exhibit D Attachment 8. Non-Collusion Certificate. B. Additional Bid Proposal Requirements & Submission Items: 1. A detailed description of the work to be performed by the Contractor, including any assumptions made regarding work to be performed by the City, as described in this RFP. Scope of Work as outlined herein to identify the major components envisioned by the City. Be sure to include any Dead Time or Dwell Time when calculating pick-up and return travel costs. 2. A description of the type and frequency of training the Contractor will provide to its staff and drivers who provide services under the Agreement. It is suggested that the Contractor include copies of its training and employee policies, procedures, and manuals. 3. Bid Proposals must be signed and dated. 4. A detailed profile of the Contractor s experience in completing and operating similar transportation service projects, particularly with public agencies. This section shall include, but is not limited to, a listing of all required personnel and qualifications for each position. An authorized representative must be designated and identified within the Bid Proposal and a detailed resume of this individual must be submitted. All resumes shall include dates of previous employment. Please include an organizational chart and a list of clients, which include the client s name, address, city, contact person, telephone number and length of service. 5. Bid Proposals must include proposed rates for service and an itemized cost of the services, including personnel and non-personnel costs to be provided. For personnel costs, 16 Due November 21, 2011at 5:00 p.m.

17 include expenses for employee liability, workers compensation, employment insurance and Social Security. In addition, Bid Proposal must also include copies of certified financial statements for the past two years. 6. Bidders shall utilize Exhibit C, Attachment 6 to specify costs; sample cost component worksheets are also included. 7. Proposals should include an outline and projected timetables to hire, train staff, and develop with the City s input, a SMP promotional plan. The section shall also include a description of the bidder s drug testing and surveillance program. 8. Bidders are to indicate within the proposals their standards for hiring drivers. 9. Proposals quoted shall be firm for a period of 90-days from the RFP Submission Deadline Date. 10. Bidders are to include within their proposal their customer service standards and their driver drug testing surveillance protocol. 11. Bidders may include any other additional information for consideration. SECTION VIII: BID PROPOSAL SUBMITTAL INSTRUCTIONS A. Four (4) original, signed copies of the Bid Proposal must be submitted. B. All proposals must be delivered to the Placentia City Hall on or before Monday, November 21, 2011, by 5:00 p.m., and addressed to: Jonathan Nicks Deputy Director of Community Services City of Placentia 401 E. Chapman Avenue Placentia, CA C. If the bidder has any questions or would like further information, please contact Jonathan Nicks at (714) , or via to jnicks@placentia.org. D. A selection committee will be empanelled to evaluate and rank all bid proposals with respect to the evaluation and selection criteria set forth herein. E. All bidders will be notified upon completion of the procurement process. 17 Due November 21, 2011at 5:00 p.m.

18 EXHIBIT A SAMPLE DRAFT PROFESSIONAL SERVICES AGREEMENT Exhibit A

19 DRAFT CITY OF PLACENTIA PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into this day of, 20, by and between the City of Placentia, a Municipal Corporation and Charter City (hereinafter referred to as CITY ) and [a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation] (hereinafter referred to as CONSULTANT ). A. Recitals. (i) CITY has heretofore issued its Request for Proposal pertaining to the performance of professional services with respect to the preparation of Senior Mobility Program ( Project hereinafter), a full, true and correct copy of which is attached hereto as Exhibit A and by this reference made a part hereof. (ii) CONSULTANT has now submitted its proposal for the performance of such services, a full, true and correct copy of said proposal is attached hereto as Exhibit B and by this reference made a part hereof. (iii) CITY desires to retain CONSULTANT to perform professional services necessary to render advice and assistance to CITY with regard to the Project. (iv) CONSULTANT represents that it is qualified to perform such services and is willing to perform such professional services as hereinafter defined. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein it is agreed by and between CITY and CONSULTANT as follows: B. Agreement. 1. Definitions: The following definitions shall apply to the following terms, except where the context of this Agreement otherwise requires: (a) Administrator: The City Administrator of CITY or his or her designee. (b) Project: The preparation of Senior Mobility Program as described in Exhibit A hereto including, but not limited to, the preparation of all requisite maps, surveys, reports, plans, models, computer files, and documents, the presentation, both oral and in writing, of such maps, surveys, reports, plans, models, computer files, and documents to CITY as required and 1

20 DRAFT attendance at any and all work sessions, public hearings and other meetings conducted by CITY with respect to the Project. (c) Services: Such professional services as are necessary to be performed by CONSULTANT in order to complete the Project. (d) Completion of Project: The date of completion of all phases of the Project, including any and all maps, surveys, reports, plans, models, computer files, and documents, the presentation, both oral and in writing, of such maps, surveys, reports, plans, models, computer files, and documents regarding the final approval of the Project as set forth in Schedule of Performance in Exhibit A hereto. 2. CONSULTANT Services: (a) CONSULTANT shall forthwith undertake and complete the Project in accordance with Exhibits A and B hereto and all in accordance with Federal, State and CITY statutes, regulations, ordinances and guidelines, all to the reasonable satisfaction of CITY. CONSULTANT is bound by the contents of CITY s Request for Proposal, Exhibit A hereto and incorporated herein by this reference, and the contents of the proposal submitted by CONSULTANT, Exhibit B hereto. In the event of conflict, the provisions of CITY s Request for Proposals and this Agreement shall take precedence over those contained in CONSULTANT s proposals. (b) CONSULTANT shall supply copies of all requisite maps, surveys, reports, plans, models, computer files, and documents (hereinafter collectively referred to as Documents ) including all supplemental technical documents, as described in Exhibits A and B to CITY within the time specified in Exhibit A. Copies of the Documents shall be in such numbers as are required by Exhibit A. CITY may thereafter review and forward to CONSULTANT comments regarding said Documents and CONSULTANT shall thereafter make such revisions to said Documents as are deemed necessary. CITY shall receive revised Documents in such form and in the quantities determined necessary by CITY. The time limits set forth pursuant to this Section B.2.(b) may be extended upon prior written approval of CITY. (c) CONSULTANT shall, at CONSULTANT's sole cost and expense, secure and hire such other persons as may, in the opinion of CONSULTANT, be necessary to comply with the terms of this Agreement. In the event any such other persons are retained by CONSULTANT, CONSULTANT hereby warrants that such persons shall be fully qualified to perform services 2

21 DRAFT required hereunder. CONSULTANT further agrees that no subcontractor shall be retained by CONSULTANT except upon the prior written approval of CITY. 3. Payment for Services: (a) To pay CONSULTANT a maximum sum of for the performance of the services required hereunder. This sum shall cover the cost of all staff time and all other direct and indirect costs or fees, including the work of employees, consultants and subcontractors to CONSULTANT. Payment to CONSULTANT, by CITY, shall be made in accordance with the schedule set forth below. (b) Payments to CONSULTANT shall be made by CITY in accordance with the invoices submitted by CONSULTANT, on a monthly basis, and such invoices shall be paid within a reasonable time after said invoices are received by CITY. All charges shall be in accordance with CONSULTANT s proposal either with respect to hourly rates or lump sum amounts for individual tasks. In no event, however, will said invoices exceed 95% of individual task totals described in Exhibits A and B. (c) CONSULTANT agrees that, in no event, shall CITY be required to pay to CONSULTANT any sum in excess of 95% of the maximum payable hereunder prior to receipt by CITY of all final Documents, together with all supplemental technical documents, as described herein, acceptable in form and content to CITY. Final payment shall be made not later than 60 days after presentation of final Documents and acceptance thereof by CITY. (d) Additional services: Payment for additional services requested, in writing, by CITY, and not included in CONSULTANT s proposal as set forth in Exhibit B shall be paid on a reimbursement basis in accordance with the fee schedule set forth in said Exhibit B. Any additional services must be approved, in advance, in writing, by the Administrator. Charges for additional services shall be invoiced on a monthly basis and shall be paid by CITY within a reasonable time after said invoices are received by CITY. 4. CITY Assistance to CONSULTANT: CITY agrees to provide to CONSULTANT: (a) Information and assistance as set forth in Exhibit "A" hereto. (b) Photographically reproducible copies of maps and other information, if available, which CONSULTANT considers necessary in order to complete the Project. (c) Such information as is generally available from CITY files applicable to the Project. 3

22 DRAFT (d) Assistance, if necessary, in obtaining information from other governmental agencies and/or private parties. However, it shall be CONSULTANT s responsibility to make all initial contact with respect to the gathering of such information. 5. Records and Documents: (a) CONSULTANT shall maintain complete and accurate records with respect to time, sales, costs, expenses, receipts and other such information required by CITY that relate to the performance of services under this Agreement. CONSULTANT shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible to the Administrator. CONSULTANT shall provide free access to the Administrator at reasonable times to such books and records; shall give CITY the right to examine and audit said books and records; shall permit CITY to make transcripts therefrom as necessary; and shall allow the inspection of all work, data, documents, proceedings, payroll documents, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion of, or in the event of termination or suspension of this Agreement, all original Documents notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of CITY and may be used, reused, or otherwise disposed of by CITY without the permission of CONSULTANT. With respect to computer files, CONSULTANT shall make available to CITY, at the CONSULTANT S office and upon reasonable written request by CITY, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 6. Suspension or Termination: (a) CITY may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon CONSULTANT at least ten (10) days prior written notice. Upon receipt of said notice, CONSULTANT shall immediately cease all work under this Agreement, unless the notice provides otherwise. If CITY suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement. 4

23 DRAFT (b) In the event this Agreement is terminated pursuant to this Section, CITY shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to CITY. Upon termination of the Agreement pursuant to this Section, CONSULTANT will submit an invoice to the CITY pursuant to Section 3 and shall provide to CITY any and all Documents, whether in draft or final form, prepared by CONSULTANT as of the date of termination. CONSULTANT may not terminate this Agreement except for cause. 7. Default of CONSULTANT: (a) CONSULTANT s failure to comply with the provisions of this Agreement shall constitute a default. In the event CONSULTANT is in default for cause under the terms of this Agreement, CITY shall have no obligation or duty to continue compensating CONSULTANT for any work performed after the date of default and CITY may terminate this Agreement immediately by written notice to CONSULTANT. If such failure by CONSULTANT to make progress in the performance of work hereunder arises out of causes beyond CONSULTANT s control, and without fault or negligence of CONSULTANT, the same shall not be considered a default. (b) If the Administrator CONSULTANT is in default in the performance of any of the terms or conditions of this Agreement, the Administrator shall cause to be served upon CONSULTANT written notice of default. CONSULTANT shall have ten (10) calendar days after service of said notice in which to cure the default by rendering satisfactory performance. In the event that CONSULTANT fails to cure its default within such period of time, CITY shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. Notices and Designated Representatives: Any and all notices, demands, invoices and written communications between the parties hereto shall be addressed as set forth in this Section 8. The below-named individuals, furthermore, shall be those persons primarily responsible for the performance by the parties under this Agreement: 5

24 DRAFT To City: To Consultant: City of Placentia 401 E. Chapman Ave. Placentia, California Attention: Deputy Director of Community Services Any such notices, demands, invoices and written communications, by mail, shall be deemed to have been received by the addressee forty-eight (48) hours after deposit thereof in the United States mail, postage prepaid and properly addressed as set forth above. 9. Insurance: CONSULTANT shall neither commence work under this Agreement until it has obtained all insurance required hereunder in a company or companies acceptable to CITY nor shall CONSULTANT allow any subcontractor to commence work on a subcontract until all insurance required of the subcontractor has been obtained. CONSULTANT shall take out and maintain at all time during the term of this Agreement policies of insurance as required by Exhibit C, attached hereto and by this reference herein incorporated. Minimum insurance limits shall be as specified in the Request for Proposals, Exhibit A. In addition to the requirements of Exhibit C, and prior to commencing work on the Project, CONSULTANT shall furnish to CITY a certificate of insurance as proof that it has taken out full workers compensation insurance for all persons whom CONSULTANT may employ directly or through subcontractors in carrying out the work specified herein, in accordance with the laws of the State of California. In accordance with the provisions of California Labor Code Section 3700, every employer shall secure the payment of compensation to his employees. CONSULTANT prior to commencing work, shall sign and file with CITY a certification as follows: I am aware of the provisions of 3700 of the California Labor Code which require every employer to be insured against liability for workers compensation or to undertake 6

25 DRAFT self insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Agreement. CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of CITY to inform CONSULTANT of non-compliance with any insurance requirement in no way imposes any additional obligations on CITY nor does it waive any rights hereunder in this or any other regard. CONSULTANT may effect for its own account insurance not required under this Agreement. 10. Indemnification: CONSULTANT shall defend, indemnify and save harmless CITY, its elected and appointed officials, officers, agents and employees ( Indemnitees ), from all liability from loss, damage or injury to persons or property, including the payment by CONSULTANT of any and all legal costs and attorneys fees, in any manner arising out of the acts and/or omissions of CONSULTANT pursuant to this Agreement, including, but not limited to, all consequential damages, to the maximum extent permitted by law. In furtherance thereof, CONSULTANT agrees as follows: (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for CONSULTANT s services, to the fullest extent permitted by law, CONSULTANT shall defend, indemnify, protect and hold harmless the Indemnitees from and against any and all claims, charges, complaints, liabilities, obligations, promises, benefits, agreements, controversies, costs, losses, debts, expenses, damages, actions, causes of action, suits, rights, and demands of any nature whatsoever, including but not limited to the extent same are caused or contributed to in whole or in part whether actual or threatened which relate to or arise out of any act, omission, occurrence, condition, event, transaction, or thing which was done, occurred, or omitted to be done ( Claims ), by CONSULTANT, its officers, agents, employees or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement without regard to whether such Claims arise under federal, state, or local constitutions, statutes, rules or regulations, or the common law. With respect to the design of public improvements, CONSULTANT shall not be liable for any injuries or property damage resulting from the reuse 7

26 DRAFT of the design at a location other than that specified in Exhibit A without the written consent of CONSULTANT. (b) Indemnification for Other Than Professional Liability. In addition to indemnification related to the performance of professional services and to the full extent permitted by law, CONSULTANT shall further indemnify, protect, defend and hold harmless the Indemnitees from and against any liability (including Claims) where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including but not limited to officers, agents, employees or subcontractors of CONSULTANT. (c) General Indemnification Provisions. CONSULTANT agrees to obtain executed indemnity agreements which indemnify, protect, defend and hold harmless the Indemnitees from liability, with provisions identical to those set forth here in this Section 9 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required, this failure shall be a material breach of this Agreement, and Consultant agrees to be fully responsible according to the terms of this entire Section 10. CITY shall have no obligation to ensure compliance with this Section by CONSULTANT and failure to do so will in no way act as a waiver. This obligation to indemnify and defend is binding on the successors, assigns or heirs of Consultant, and shall survive the termination of this Agreement or this Section. (d) Obligation to Defend. It shall be the sole responsibility and duty of CONSULTANT to fully pay for and indemnify the Indemnitees for the costs of defense, including but not limited to attorney s fees and costs, for all Claims against CITY and the Indemnitees, whether covered or uncovered by CONSULTANT s insurance, against the CITY and/or the Indemnitees which arise out of any type of omission or error, negligent or wrongful act, of CONSULTANT, its officers, agents, employees, or subcontractors. CITY shall have the right to select defense counsel. 11. Assignment: No assignment of this Agreement or of any part or obligation of performance hereunder shall be made, either in whole or in part, nor any monies due hereunder, by CONSULTANT without the prior written consent of CITY. 8

27 DRAFT 12. Licenses/Certifications: At all times during the term of this Agreement, CONSULTANT shall keep and maintain, in full force and effect, all licenses or certifications required of CONSULTANT by law for the performance of the services described in this Agreement. 13. Legal Responsibilities: A. Legal Requirements. CONSULTANT shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. CONSULTANT shall at all times observe and comply with all such laws and regulations. Neither CITY, nor its elected or appointed officers, employees or agents shall be liable at law or in equity occasioned by failure of CONSULTANT to comply with this Section. B. Non-liability of City Officers and Employees. No elected or appointed officer, official, employee or agent of CITY shall be personally liable to CONSULTANT, or any successor-in-interest, in the event of any default or breach by CITY or for any amount which may become due to CONSULTANT or to its successor, or for breach of any obligation of the terms of this Agreement. C. Undue Influence. CONSULTANT declares and warrants that no undue influence or pressure is used against or in concert with any elected or appointed officer, official, employee or agent of CITY in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No elected or appointed officer, official, employee or agent of CITY will receive compensation, directly or indirectly, from CONSULTANT, or from any officer, employee or agent of CONSULTANT, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling CITY to any and all remedies at law or in equity. D. No Benefit to Employees. No elected or appointed officer, official, employee or agent of CITY, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure, or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Project performed under this Agreement. 9

28 DRAFT E. Nondiscrimination. In connection with its performance under this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, or national origin. CONSULTANT shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, or selection for training, including apprenticeship. 14. Patent/Copyright: To the fullest extent permissible under law, and in lieu of any other warranty by CITY or CONSULTANT against patent or copyright infringement, statutory or otherwise, it is agreed that CONSULTANT shall defend at its expense any claim or suit against CITY on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and CONSULTANT shall pay all costs and damages finally awarded in any such suit or claim, provided that CONSULTANT is promptly notified in writing of the suit or claim and given authority, information and assistance at CONSULTANT S expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of CONSULTANT. However, CONSULTANT will not indemnify CITY if the suit or claim results from: (1) CITY s alteration of a deliverable, such that CITY s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by CONSULTANT when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. CONSULTANT shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof and CONSULTANT shall not be obligated to indemnify CITY under any settlement made without CONSULTANT s consent or in the event CITY fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at CONSULTANT s expense. If the use or sale of such item is enjoined as a result of the suit or claim, CONSULTANT, at no expense to CITY, shall obtain for CITY the right to use and sell the item, or shall substitute an equivalent item acceptable to CITY and extend this patent 10

29 DRAFT and copyright indemnity thereto. 15. Release of Information/Conflict of Interest: (a) All information gained by CONSULTANT in performance of this Agreement shall be considered confidential and shall not be released by CONSULTANT without CITY s prior written authorization. CONSULTANT, its officers, employees, agents, or subconsultants, shall not, without written authorization from the Administrator or unless requested by CITY s City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the CITY. Response to a subpoena or court order shall not be considered voluntary provided CONSULTANT gives CITY notice of such court order or subpoena. (b) CONSULTANT shall promptly notify CITY should CONSULTANT, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the CITY. CITY retains the right, but has no obligation, to represent CONSULTANT and/or be present at any deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with CITY and to provide the opportunity to review any response to discovery requests provided by Consultant. However, CITY s right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response. 17. Independent Contractor: The Parties hereto agree that CONSULTANT and its employers, officers and agents are independent contractors under this Agreement and shall not be construed for any purpose to be employees of CITY. 18. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California. 19. Attorney's Fees: 11

30 DRAFT In the event any legal proceeding is instituted to enforce any term or provision of the Agreement, the prevailing party in said legal proceeding shall be entitled to recover attorneys fees and costs from the opposing party in an amount determined by the court to be reasonable. 20. Authority to Execute: The person or persons executing this Agreement on behalf of CONSULTANT warrant(s) and represent(s) that he/she has the authority to execute this Agreement on behalf of CONSULTANT and has the authority to bind CONSULTANT to the performance of CONSULTANT s obligations hereunder. 21. Entire Agreement: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representation by any party which is not embodied herein nor any other agreement, statement, or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement shall be effective only if it is in writing signed by all parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above: CONSULTANT CITY City Administrator Approved as to form: Andrew V. Arczynski, City Attorney 12

31 INSURANCE REQUIREMENTS FOR CITY CONTRACTS Instructions to Contractors/Vendors/Service Providers: Prior to commencing any work, all contractors, vendors and service providers shall procure and maintain, at their own cost and expense for the duration of their contract with the City, appropriate insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services. Any insurance proceeds available to City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to the required general liability policy, shall be delivered to City at or prior to the execution of the contract. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under the contract and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by the contractor, vendor or service provider or deducted from sums due the contractor, vendor or service provider, at City s option. The types of insurance required and the coverage amounts are specified below: A. Minimum Scope of Insurance Required 1. General Liability Insurance is required whenever the City is at risk of third-party claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. At a minimum this policy shall: be written on a per occurrence basis; and include products and completed operations liability, independent contractors liability, broad form contractual liability, and cross liability protection. General Liability Insurance shall be provided using Insurance Services Office Commercial General Liability policy form CG or equivalent as approved by Risk Manager. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another.